EXHIBIT 99.2


Independent Accountants' Report

Merrill Lynch Depositor, Inc.

We have examined management's assertion that Merrill Lynch Depositor, Inc. (the
"Company") has complied as of December 31, 2003 and for the period May 8, 2003
(inception of trust series) to December 31, 2003, with its established minimum
servicing standards described in the accompanying Management's Assertion on
Compliance with PPLUS Minimum Servicing Standards with respect to PPLUS Trust
Series HTZ-1. Management is responsible for the Company's compliance with those
minimum servicing standards. Our responsibility is to express an opinion on
management's assertion about the Company's compliance based on our examination.

Our examination was conducted in accordance with attestation standards
established by the American Institute of Certified Public Accountants and,
accordingly, included examining, on a test basis, evidence about the Company's
compliance with its minimum servicing standards and performing such procedures
as we considered necessary in the circumstances. We believe that our examination
provides a reasonable basis for our opinion. Our examination does not provide a
legal determination on the Company's compliance with its minimum servicing
standards.

In our opinion, management's assertion that the Company complied with the
aforementioned minimum servicing standards as of December 31, 2003 and for the
period May 8, 2003 (inception of trust series) to December 31, 2003, is fairly
stated, in all material respects, based on the criteria set forth in Appendix I.


/s/ DELOITTE & TOUCHE LLP

New York, New York
March 30, 2004

<PAGE>

             Management's Assertion on Compliance with PPLUS Minimum
             -------------------------------------------------------
                               Servicing Standards
                               -------------------



March 30, 2004

As of December 31, 2003 and for the period May 8, 2003 (inception of trust
series) to December 31, 2003, Merrill Lynch Depositor, Inc. (the "Company") has
complied, in all material respects, with the Company's established minimum
servicing standards, as set forth in Appendix I, for servicing the securities in
PPLUS Trust Series HTZ-1.



By:/s/ Michael F. Connor
   --------------------------

Michael F. Connor
President
Merrill Lynch Depositor, Inc.


                                 ***************

<PAGE>


                                   APPENDIX I
                                   ----------

                   PPLUS Minimum Servicing Standards intended
                     for use in connection with the Annual
                           Accountants Report ("AAR")


Below is Merrill Lynch Depositor, Inc.'s ("the Depositor") together with Merrill
Lynch High Grade Credit Management ("HGCM") and the Merrill Lynch Credit
Derivative Integrated Support Solutions ("ISS"), minimum servicing standards for
the PreferredPlus Program ("PPlus"). The Bank of New York ("the Bank") acts as
Trustee, Custodian, Paying Agent, and Transfer Agent on behalf of the PPlus
Program and has agreed to comply with these minimum servicing standards.



MERRILL LYNCH DEPOSITOR, INC. 'S MINIMUM SERVICING
--------------------------------------------------
STANDARDS
---------


1.   CUSTODIAL BANK ACCOUNT RECONCILIATIONS

o    The Bank must reconcile all related custodial bank accounts.
o    The Bank will include the Distribution report as Exhibit 99.1 in the Form
     8-Ks filed with the SEC.

2.   VERIFICATION OF INCOMING TRUST COLLATERAL INTEREST PAYMENTS

o    The Bank must have a tickler system in place so that they will be expecting
     and monitoring the custodial bank account for receipt of the collateral
     coupon interest. Each of the tickler systems shall be updated on an
     on-going basis as each new trust series is created.
o    The Bank will ensure all interest payments are deposited into the custodial
     bank accounts and related bank clearing accounts on the day the Bank is in
     receipt of the funds.
o    The Bank must prove the arithmetic accuracy of the amount of interest
     received by the Trust from the underlying securities and ensure that the
     face amount, description, coupon rate, and maturity date of the securities
     held in the Trust agree to the PPM Supplement dated Date XX, 20XX.

3.   TRUST DISBURSEMENTS

o    The Bank must prove the arithmetic accuracy of the amount of interest to be
     paid by the Trust to the Debt Unit holders by referring to the PPM
     Supplement dated Date XX, 20XX.
o    The Bank will make all disbursements via wire transfer to The Depository
     Trust Company ("DTC") on the scheduled trust distribution date as soon as
     the amount of interest received from the underlying collateral into the
     custodial bank account has been received and verified for accuracy.


4.   PARTIAL REDEMPTIONS

o    If there is a partial redemption of the trust certificates the Bank and the
     Depositor must ensure that the redemption proceeds received by the trust
     and distributed by the Bank are in accordance with the series supplement.

5.   DEFAULTS

o    If the Bank has actual knowledge of an event of default on the underlying
     securities that did not cause the trust to liquidate, the Bank must
     distribute a formal notice of default to the Depositor, the
     certificateholders, the rating agencies and HGCM/ISS.
o    If the Bank has actual knowledge of an event of default on the underlying
     securities that did not cause the Trust to liquidate, the procedures for a
     vote or consent of the certificateholders as set forth in the Standard
     Terms and series Supplement must be complied with.

6.   CALL WARRANT EXERCISES AND OPTIONAL EXCHANGES

o    If there is an exercise of call warrants or an optional exchange of trust
     certificates for underlying securities that did not cause the trust to
     liquidate, the Bank must give the Depositor and the affected
     certificateholders notice of any exercise of call warrants or optional
     exchange. Such notice must contain the amount of certificates to be
     purchased, the call price, and any other relevant information.

o    If there is an exercise of call warrants or an optional exchange of trust
     certificates for underlying securities that did not cause the trust to
     liquidate, the Bank must notify the rating agencies of the call exercise or
     optional exchange.
o    If there is an exercise of call warrants or an optional exchange of trust
     certificates for underlying securities that did not cause the trust to
     liquidate, the Bank must give notice of exercise or optional exchange to
     the Depositor and certificate registrar of any certificates that were
     called.

7.   COMMUNICATIONS WITH CERTIFICATEHOLDERS

o    If there was any occasion for the exercise of voting rights or giving
     consents by the certificateholders, the Bank must provide notice to the
     certificateholders within 5 business days of the Trust's receipt of notice
     of the occasion and the Bank must vote or give consents as directed by
     certificateholders.